|Shareholders are referred to previous SENS announcements, the last of which was published on 23 August 2018, advising shareholders of, inter alia, of the Company's intention to reconstitute its board of directors (the "board").|
Shareholders are advised that the board has accepted the resignations of Sean Melnick, Sean Jelley, Lawrie Brozin, Duncan Randall and Cindy Hess, who have resigned from the board with effect from 5 September 2018.
The following directors have been appointed to the board with effect from 5 September 2018:
*Warren Chapman (CEO, executive director).
*Andrew Hannington (CFO, executive director).
*Paul Baloyi (Chairman, independent non-executive director).
*Fatima Vawda (Independent non-executive director).
*Amanda Smith (Mandy Munro-Smith) (independent non-executive director).
The above appointments to the board will be put to shareholders for approval at the Company's annual general meeting ("AGM") to be held on 15 November 2018. Further details regarding the AGM will be published on SENS in due course.
|Shareholders are advised that Sandown Capital's integrated annual report, incorporating the audited annual financial statements for the year ended 31 March 2018 (on which the auditors expressed an unmodified audited opinion), has been dispatched to shareholders today (31 July 2018), and contains no changes from the provisional summarised audited consolidated results for the year ended 31 March 2018, which were released on SENS on 26 June 2018.|
The integrated annual report is available on the Company's website, http://www.sandowncapital.com/Download/IntegratedAnnualReport2018. The integrated annual report contains a notice of annual general meeting for Sandown Capital shareholders, which will be held in the main boardroom, 4th floor, 6A Sandown Valley Crescent, Sandown, Sandton, on Wednesday, 5 September 2018 at 09h30. The last day to trade in order to be eligible to participate in and vote at the annual general meeting is Tuesday, 28 August 2018 and the record date for voting purposes is Friday, 31 August 2018.
Shareholders are further notified that in accordance with the JSE Listings Requirements, the Company's annual compliance report in terms of section 13G(2) of the Broad-Based Black Economic Empowerment Act 53 of 2003 read with the Broad-Based Black Economic Empowerment Amendment Act 46 of 2013, has been published and is available on the Company?s website, http://www.sandowncapital.com/Download/BBBEEForm1.
Update on NAV
Shareholders are further advised that the NAV per share as at 30 June 2018 was 539 cents per share. The NAV per share has not been reviewed or reported on by the Company's auditors.
|Shareholders are advised that the board of directors of Sandown Capital ("the Board") has received correspondence from a shareholder holding at least 10% of the voting rights of the issued share capital of the Company, requiring the Board to call a shareholders meeting in terms of clause 5.2.3 of the Company's Memorandum of Incorporation as read with section 61(3) of the Companies Act 71 of 2008, to consider various resolutions for purposes of, inter alia, reconstituting the Board. The Company is taking advice in response to the correspondence received and a further announcement will be made once the appropriate way forward has been determined by the Board.|
|These results for the year ended 31 March 2018 reflect the first set of financial results of the Group following the restructure implemented in October 2017, details of which were set out in our interim results for the six months ended 30 September 2017 announced on SENS on 29 November 2017. The Company's shares were listed on the JSE Limited and A2X on 29 November 2017, and all the shares in issue were unbundled to shareholders of Peregrine Holdings Ltd ("Peregrine or Peregrine Group") on 4 December 2017 ("the Peregrine restructure"). |
NAV per share of 487 cents per share as at 31 March 2018, reflects a decrease of 6.5% relative to the Group?s NAV per share immediately following the restructure (521 cps as at 4 October 2017). With approximately 60% of the Group?s investments held offshore, the Board tracks the Group?s NAV performance in both Rands and GBP. In GBP terms. NAV per share increased over the period, from 28.8 pence per share (as at 4 October 2017), to 29.3 pps as at 31 March 2018, an increase of 1.7%."
Restructure transactions and unbundling
In terms of the Peregrine restructure, all surplus non-operating assets held by Peregrine (i.e. excess cash, investment in hedge-funds, property units and other proprietary investments), with a total net value of R1.026 billion, were transferred to Sandown, a wholly-owned subsidiary of Peregrine at the time, with effect from 2 October 2017.
The Rand strength exhibited in the period under review has reversed post year-end which has had a meaningfully positive effect on the Group's NAV per share in the current financial year. The Board will continue to actively source and evaluate new investment opportunities, whilst addressing, as a priority, the issue of the discount to NAV over the coming months.
|In terms of the JSE Listings Requirements, entities are required to publish a trading statement as soon as they are satisfied that a reasonable degree of certainty exists that the financial results for the period to be reported on next will differ by at least 20% from the most recent financial results for the previous corresponding period.|
As published on SENS on 13 March 2018, the nature of Sandown Capital's business is that of an investment holding company focused on generating long-term growth in net asset value ("NAV") per share and accordingly the Company has elected to adopt NAV per share for trading statement purposes.
The NAV per share for the year ended 31 March 2018 is expected to be 487 cents per share which is lower than the NAV of 8 243 406 cents per share for the year ended 31 March 2017 ("the previous corresponding period"). It should be noted that the NAV for the previous corresponding period was determined before the restructure set out in the pre-listing statement, which restructure resulted in a substantial increase in the number of shares in issue, for no consideration. The financial information on which this trading statement has been based has not been reviewed or reported on by the Company's auditors. The audited financial results of Sandown Capital for the year ended 31 March 2018 will be published before the end of June 2018.
|Given the nature of Sandown?s business as an investment holding company focused on generating long- term growth in net asset value (?NAV?) per share (as further disclosed in the company?s pre-listing statement published on 14 November 2017), Sandown does not consider earnings-based financial metrics to be a suitable measure of the Company?s performance for determining whether or not a trading statement is required.|
Consequently, as it is considered a more relevant performance measure than earnings per share and headline earnings per share, the Company has elected to adopt the NAV per share measure for trading statement purposes.
|The following are Sandown's maiden interim results since listing on 29 November 2017. Total revenue was R18.2 million, profit from operations came to R16.9 million and profit and total comprehensive for the income period was recorded at R11 million. Headline earnings per share came to 6.81 cents per share.|
Mandy Yachad, previously a non-executive director, stepped down on 29 November 2017 following the successful transition of the Company from a wholly-owned subsidiary of Peregrine, culminating in its listing on the JSE on Wednesday, 29 November 2017.
With effect from 29 November 2017, Cindy Hess has been appointed as an independent non-executive director.
With the appointment of an additional independent non-executive, Lawrie Brozin, the Chairman of the board, will step down as a member of the Audit Committee.
|Sandown Capital is an investment holding company that aims to create long-term value for shareholders through targeting selected investment opportunities which meet its investment strategy.|